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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE 13G/A |
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Under
the Securities Exchange Act of 1934
(Amendment No. 10)*
Communications Systems, Inc.
(Name of Issuer)
Common Stock, $.05 Par Value
(Title of Class of Securities)
203900 10 5
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 203900 10 5 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Not Applicable |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ý |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers
Principal Executive Offices Hector, Minnesota 55342 |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal
Business Office or, if none, Residence Hector, Minnesota 55342 |
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(c) |
Citizenship |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: Mr. Sampson beneficially owns 1,195,311.35 shares of the outstanding common stock of the Issuer, which includes: (i) 1,073,063 shares of common stock owned by Mr. Sampson individually; (ii) options held by Mr. Sampson and exercisable within 60 days of December 31, 2005 to purchase 79,500 shares of common stock; (iii) 25,801.35 shares of the Issuer held by Mr. Sampson through the Communications Systems, Inc. Employee Stock Ownership Plan (CSI ESOP); (iv) 16,323 shares owned by Mr. Sampsons spouse; and (v) 624 shares held by the Sampson Family Foundation, a charitable foundation of which Mr. Sampson is the sole trustee. Mr. Sampson also is a trustee of the CSI ESOP and a trustee of the Hector Communications Corporation Employee Stock Ownership Plan (Hector ESOP), which holds an aggregate of 15,806 shares of the Issuer as of December 31, 2005. As of December 31, 2005, the CSI ESOP held 382,477 shares of the Issuer. Mr. Sampson disclaims any beneficial ownership of the shares of the Issuer owned by his spouse or the Sampson Family Foundation and disclaims beneficial ownership of any shares of the Issuer held by the CSI ESOP or the Hector ESOP in excess of the shares allocated to his CSI ESOP account, which totaled 25,801.35 shares. |
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(b) |
Percent of class: 13.8% based on 8,612,848 shares of the Issuers common stock outstanding as of October 31, 2005 as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and including all 1,195,311.35 shares that could be deemed to be beneficially owned by Mr. Sampson. If all shares held by the CSI ESOP and the Hector ESOP allocated to accounts other than that of Mr. Sampson were included in the number of shares beneficially owned by Mr. Sampson, Mr. Sampson would hold 1,567,793 shares of the Issuer, or 18.0 % based on 8,612,848 shares of the Issuers common stock outstanding as of October 31, 2005 as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. |
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(c) |
Number of shares as to which the person has: Mr. Sampson has the power to vote or dispose of the shares as follows: |
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(i) |
Sole power to vote or to direct the vote: 1,178,988.35 (includes options held by Mr. Sampson exercisable within 60 days of December 31, 2005 to purchase 79,500 shares of common stock). |
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(ii) |
Shared power to vote or direct the vote: 16,323 (does not include an aggregate of 372,481.65 shares of the Issuer held by the CSI ESOP and the Hector ESOP and allocated to accounts other than that of Mr. Sampson) |
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(iii) |
Sole power to dispose or direct the disposition of: 1,178,988.35 (includes options held by Mr. Sampson exercisable within 60 days of December 31, 2005 to purchase 79,500 shares of common stock) |
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(iv) |
Shared power to dispose or direct the disposition of: 16,323 (does not include an aggregate of 372,481.65 shares of the Issuer held by the CSI ESOP and the Hector ESOP and allocated to accounts other than that of Mr. Sampson) |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not Applicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable |
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Item 10. |
Certification |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 10, 2006 |
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Date |
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Signature |
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Name/Title |
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